Result of AGM

BH Macro Limited (the "Company")

(a closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registered number 46235)

RESULT OF ANNUAL GENERAL MEETING (“AGM”)

24 JUNE 2016

The Board of BH Macro Limited is pleased to announce that at the AGM held on 24 June 2016, all thirteen resolutions as set out in the Notice dated 23 May 2016 were duly passed by way of a show of hands.

The proxy votes received on each resolution proposed at the AGM were as follows.  A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

Ordinary Resolutions For Against Vote Withheld
1. That the Annual Audited Financial Statements of the Company for the period ended 31 December 2015, together with the Reports of the Directors and the Auditors thereon, be received and considered. 8,361,216 0 0
2. That KPMG Channel Islands Limited be re-appointed as Auditors until the conclusion of the next annual general meeting. 8,070,873 16,888 273,455
3. That the Board of Directors be authorised to determine the remuneration of the Auditors. 8,361,216 0 0
4. That Ian Plenderleith be re-elected as a Director. 8,087,761 273,455 0
5. That Huw Evans be re-elected as a Director. 8,357,814 3,402 0
6. That Colin Maltby be re-elected as a Director. 8,361,216 0 0
7. That Claire Whittet be re-elected as a Director. 3,361,216 0 0
8. That John Le Poidevin be elected as a Director. 8,087,761 273,455 0
9. That the Directors’ Remuneration Report contained in the Annual Audited Financial Statements of the Company for the period ended 31 December 2015 be approved. 8,361,216 0 00
10. That the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 857,033 shares designated as Euro shares, 3,800,472 shares designated as US Dollar shares and 7,805,333 shares designated as Sterling shares respectively (being 24.99 per cent. of the Company’s shares of each class in issue as at the latest practicable date prior to the date of publication of this document and 33.34 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the tender offer for up to 25 per cent. of the issued shares of each class of the Company commenced on 27 April 2016 (the “Tender Offer”) (excluding in each case shares held in treasury)) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 10 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired. 8,361,216 0 0
Special Resolutions For Against Vote Withheld
11. That the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”), to make market acquisitions (as defined in the Companies Law) of each class of its shares (either for the retention as treasury shares for resale or transfer, or cancellation), PROVIDED THAT:

a.     the maximum number of shares authorised to be purchased shall be 385,819 shares designated as Euro shares, 1,710,897 shares designated as US Dollar shares and 3,513,805 shares designated as Sterling shares (being 11.25 per cent. of the shares of each class in issue as at the latest practicable date prior to the date of publication of this document and 15.01 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the Tender Offer (excluding in each case shares held in treasury));
b.     the minimum price (exclusive of expenses) which may be paid for a share shall be one cent for shares designated as Euro shares, one cent for shares designated as US Dollar shares and one pence for shares designated as Sterling shares;
c.     the maximum price which may be paid for a share of the relevant class is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share of the relevant class on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share of the relevant class and (ii) the highest current independent bid for a share of the relevant class at the time of purchase; and
d.     the authority hereby conferred shall expire at the annual general meeting of the Company in 2017 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.
8,361,216 0 0
12. That, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 257,212 shares designated as Euro shares, 1,140,598 shares designated as US Dollar shares and 2,342,537 shares designated as Sterling shares (being 7.5 per cent. of the shares in issue of each class as at the latest practicable date prior to the date of this notice and 10.01 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the Tender Offer (excluding in each case shares held in treasury)) for cash as if Article 6.1 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 12 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 12 has expired. 8,034,055 327,161 0
13. That the amendments to the articles of incorporation of the Company described in the Company’s circular to shareholders dated 23 May 2016 and produced to the Meeting be and are hereby approved and adopted. 8,179,040 182,176 0

The Board would also like to confirm that as previously set out in the Notice of AGM, Christopher Legge retired as Director at the AGM.

In accordance with Listing Rule 9.6.3, a copy of the Result of AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

Company website:        www.bhmacro.com

Northern Trust International Fund Administration Services (Guernsey) Limited

Sharon Williams

Tel:       +44 (0) 1481 745001

UK 100

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